Sage Connect Ltd. 

Terms and Conditions

 

 

These Sage Terms & Conditions ("Terms") is made between Sage ("Sage"), and each of the users offering courses and content (the "Content Provider"), and the users subscribing to the courses and content (the "Student"), (collectively, the "Users"). 

These Terms governs the use of the Sage's platform by the Users (the "Platform"). 

By accessing the Platform, each of the Users acknowledge and warrant that he/she hereby consents to be bound by the terms of this Agreement, and to the terms of the Privacy Policy available here.

  1. Access to the Platform. Subject to these Terms: (i) Sage hereby grants Users the non-exclusive, non-transferable, non-sub licensable, limited right to access and use the Platform in a commercially reasonable manner. Each Content Provider hereby grants Sage a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate the Content (as defined below) on the Platform. 

  2. Third Party's Website. Usage of the Platform may require access to other third party's website. The Users shall comply with all terms and conditions applicable to such third party's website in the course of using the Platform. 

  3. Intellectual Property Rights & Restrictions. All intellectual property rights in the Platform, any part thereof, including any and all derivatives, changes and improvements thereof lie exclusively with Sage. Users shall not, and shall not let any third party to: (i) attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Platform or any part thereof for any purpose; (ii) represent that it possesses any proprietary interest in the Platform; (iii) use the name, trademarks, trade-names, and logos of Sage. 

  4. Content's Provider Warranties. Content Provider hereby warrants, represents and covenants that: (i) the content provided by Content Provider using the Platform (the "Content") does not infringe upon any third party's rights, including but not limited to intellectual property rights, privacy rights and publicity rights; (ii) Content Provider has fully complied with any third-party licenses, permits and authorizations required in connection with such Content; (iii) the Content does not contain any viruses, worms, Trojan horses or other harmful or destructive code; (iv) the Content does not install any hidden components or bundle any additional software; (v) Content Provider will comply with all applicable laws in its performance of this Agreement, including all applicable privacy laws and regulations; and (vi) the Content offered by Content Provider are not offensive, obscene or libelous, do not include any offensive material, do not offer or contain gambling products, counterfeit goods, tobacco, firearms, sexually explicit content, illegal products and does not violate the right of privacy or publicity of any end user or other third party. 

  5. Support. During the term of this Agreement, Sage will provide Users with technical support during normal working hours. 

  6. Consideration. Sage makes available the Platform to Student upon payment of a fixed service fee. All fees paid by the students are non-refundable. Except for VAT, all amounts payable under this Agreement are exclusive of any taxes (including, without limitations, sales tax, and similar taxes to the extent applicable). Except as expressly provided in this Agreement, each party shall bear its own costs and expenses incurred in performance of this Agreement. 

  7. Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES PROVIDED IN THIS AGREEMENT, SAGE PROVIDES ACCESS TO THE PLATFORM ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, AND FITNESS FOR PARTICULAR PURPOSE OR ACCURACY.         SAGE DOES NOT WARRANT THAT THE PLATFORM WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION.

  8. Indemnification. 

    1. Content Provider shall defend, indemnify and hold harmless Sage, from and against any claims, damages, costs, liabilities and expenses (including reasonable attorneys’ fees) (“Loss”) arising out of or related to: (a) the Content Provider's use of the Platform; and (b) Content Provider's breach of its obligations and warranties under Section 4. 

    2. Sage shall defend, indemnify and hold Users harmless, from and against any Loss pursuant to a third party claim arising out of an allegation that the Platform infringes any intellectual property right of a third party.

    3. The indemnified party shall provide the indemnifying party with: (a) prompt written notice of such claim; (b) sole control over the defense and settlement of such claim; and (c) information as may be reasonably requested by the indemnifying party. 

  9. Limitation of Liability. SAGE’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY USERS TO SAGE DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES. IN NO EVENT WILL SAGE BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES. 

  10. Termination. Sage may terminate or suspend Users' use of the Platform at any time, with or without cause or notice. Sections ‎3, ‎11, and 13 shall survive any expiration or termination of this Agreement. 

  11. Governing law; Jurisdiction. This Agreement is governed by and construed exclusively in accordance with the laws of the State of Israel. Any and all disputes and controversies arising out of or in connection with the Agreement shall be brought exclusively before the courts in Tel-Aviv. 

  12. Notice. If Users believe that anyone is abusing, or attempting to abuse the Platform, or breaching any of the Terms, or intellectual property rights, they shall report this to Sage at: info@sage-connect.com. Sage does not allow using the Platform or any of its features for intellectual property infringement. 

  13. Miscellaneous. User may not transfer or assign its rights or obligations under this Agreement. Any failure by a party to insist upon or enforce performance by the other of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver of such right.